Profound Medical Corp. (PRN) Earnings Call Transcript & Summary

It is now 10:00 a.m., and I will ask that this meeting come to order. My name is Arun Menawat. I'm the Chief Executive Officer of Profound Medical, and I will act as the Chair for today's meeting. On behalf of Profound Medical, I'm pleased to welcome you to this meeting of shareholders. Before we proceed, we will formally -- I would like to introduce the Directors of Profound Medical, who are present today here. Brian Ellacott, very proud of the Board here, Cynthia Lavoie, Murielle Lortie, Kris Shah, Art Rosenthal. So all Board members are here, they're physically present. Great to see. I also would like to recognize a couple of our senior management, Rashed Dewan, our CFO; Abbey Goodman, our Chief Commercial Officer for the U.S. and great to see Hartmut who is here, Chief Commercial Officer of OUS business also. For those shareholders listening to this broadcast by way of the webcast or conference call, you need not take any action during the formal part of today's meeting, and we wish to thank you for submitting your proxies in advance of today's meeting. Your votes will be recorded as you have instructed. And again, you need not take any action during the formal part of the meeting. I am pleased to advise that Profound Medical received proxies representing 13,437,920 shares, 63.464% of the total outstanding shares. Shareholders listening to this broadcast will not be able to participate during the formal part of today's meeting. However, you will be able to ask questions after the formal part concludes. That said, to facilitate the timely completion of the formal business, arrangements have been made with those management shareholders physically present today to move and second the resolutions to be considered. I will call on such shareholders at the appropriate time. In accordance with the bylaws of Profound Medical, Rashed Dewan, Chief Financial Officer, will act as the Secretary for today's meeting, and I appoint Rosa Garofalo of the TSX Trust Company to act as the scrutineer. The notice calling this meeting, the information circular and a form of the proxy were mailed to all registered shareholders on record as of April 6, 2023. The declaration of mailing is available for inspection by any shareholder, and I ask that the secretary file copies of each with the minutes of the meeting. I have been advised by the secretary that a quorum has been met for the meeting. The scrutineer's report is available for inspection by any shareholder, and I ask that the secretary file a copy of the report with the minutes of the meeting. With that said, I declare this meeting regularly called and properly constituted for the transaction of business. All votes today will be conducted by way of show of hands, except for the votes regarding the approval of the corporate unallocated RSU and DSU and revision to the LTIP amendment provision, which will be conducted by way of ballot. I remind those shareholders listening to this broadcast, you need not take any action during the formal part of the meeting. I will now proceed with the formal business of the meeting. The first item of business is the presentation of the 2023 audited financial statements of Profound Medical and the auditor's report thereon. The financial statements are available on our website and SEDAR. No action needs to be taken by shareholders with respect to such statements. The next item of business is the appointment of the auditor of Profound Medical. May I have a motion for such business?

Mr. Chair, I move that PricewaterhouseCoopers LLP be appointed as the auditor of Profound Medical to hold office until the close of the next annual meeting or until its successor is duly appointed at which remuneration as may be determined by the Board of Directors.

Thank you, Levant. Is there a seconder?

Mr. Chair, I second the motion.

Thank you. Any discussions? All those in favor of this resolution, please signify by raising your right hand. [Voting]

Contrary? [Voting]

I declare the motion carried. The next item of business is the election of Directors of Profound Medical. Profound Medical has nominated 6 directors for election and did not receive any other nominations from shareholders in accordance with our bylaws. Accordingly, Mr. Tinaz, will you please nominate Profound Medical's director nominations?

Mr. Chair, I nominate the following: Arun Menawat, Brian Ellacott, Cynthia Lavoie, Murielle Lortie, Kris Shaw and Arthur Rosenthal.

Thank you, Mr. Tinaz. May I have a motion to elect those nominated?

Mr. Chair, I move that the corporation's director nominees be elected as directors of Profound Medical to hold office until the close of the next annual meeting or until their successors are elected or appointed.

Thank you, Levant. Is there a seconder?

Mr. Chair, I second the motion.

Thank you. I have been advised by the secretary that based on the proxies received in advance of this meeting, each director nominee has received at least...